Just Friends
by poepoepoe
Summary: Billy accidentally allows himself to fall for Spencer and doesn't quite know how to cope with his feelings. Rated M for smut (coming soon).
1. Ch 1 Crossing a Line

**AN: **I do not own _Dude, That's My Ghost! _in any way. This is a work of fiction created by a fan. Rated M for graphic smut. This is my first fic for ectofeature. I can't stand how much I love this ship. Enjoy!

Billy set the jar of smooth peanut butter down next to him. He didn't feel like eating right now. That was a rare occasion for the ghost. He was almost always eating something. He floated up and stretched, yawning. It was too early in the morning for him to be up but his buddy Spencer had to get up early, and now he was showering. Billy floated into the bathroom and looked at himself in the mirror. He couldn't fall back asleep so he decided playing video games would be the better option. He heard Spencer humming something over the running water but he wasn't sure what it was exactly.

"Hey, Spence, I'm gonna play some games and shit if that's cool," Billy shouted over the water. Spencer didn't respond, simply continuing to hum. Billy played with his hair a bit, noticing the misty steam rising from the other side of the shower curtain. "Spencer?" Billy called again. Still no response. Weird, was he mad at Billy? "Yo, Brorannasaurus Rex, you listenin'?" Billy continued fixing his hair in the mirror and looked down at Spencer's clothes pile. His pendant was with it. Of course, how could Billy forget? He was a ghost and wasn't able to be seen or heard by Spencer without that pendant on.

Billy shrugged it off, deciding a couple games wouldn't hurt anyone. Just then, Spencer said something, but Billy couldn't make it out over the water. He floated close, listening intently to whatever it was Spencer was singing. He still had a good singing voice from when Billy let him borrow his mouth for that bird song. Damn, those poor birdies.. Billy could hardly make out what it was that Spencer was saying. He was being so quiet. Wait, what was that..? Billy could hardly make out Spencers mutters, but managed to hear, "..they love me.." The tune was familiar.. If only Billy could get.. Just a little.. Closer... Billy popped his head in for a moment, keeping his eyes closed, you know, just to give his homie some privacy.

"..You know I gotta hear, I love you.. It means you love me.. Cause when you look into this boy's eyes, it drives you all insane.." Spencer's voice rang clearer to Billy, but it was still a small mutter. _'Oh no, it's the song...' _Billy thought to himself. But he couldn't stop listening, it sounded so beautiful, regardless how quiet and shaky it was. "You know I gotta hear, I love you," Billy's eyes shot open, taking in the sight of the boy in front of him. It was only a mutter of the song, he definitely wasn't into Spencer that way. But he did, however, want to see him at that moment. He saw how the red-brown hair clung to his neck, water dripping past his ears. He saw the profile of Spencer's face, that tanned, soft face. Even as a seventeen year old boy, he did have a girlish charm to him. And the way his neck met his shoulders.. His head slightly leaning down, water running down those forming muscles.. Spencer lathered his arms with soap, continuing to sing softly. Billy's eyes trailed down his best friend's back, noticing the dimples above his perfect butt. Wait, what?

Billy popped his head back out of the shower. No, he didn't feel that way for Spencer at all. Nope, not at all. There was _no way _Billy could ever feel that way for Spencer. Billy had kissed a couple of guys before in his life as a famous rock star, but he didn't ever feel like it was meant for him. It was mostly to please the crowd, albeit of only a handful of fangirls, but nothing more, really. But Spencer was off limits. There was no way that he would ever feel that way for him. But.. God, the way he walks like he's going somewhere and the way he rolls his eyes like he doesn't even care and not to mention how long his arms are.. Long, smooth arms to be held by.. Wait, no, no. Not Spencer. Uh-uh, no way. Billy left the bathroom, floating back through the door. He didn't wanna make things any more uncomfortable. Or really, to hear any more of the song.

Actually, all he wanted was to be held by those arms as he played video games with his best friend, or to lick chunky peanut butter with the chunks taken out straight off of those long fingers, or to be pinned down in a playful wrestle by the darker boy. Was this the effect of the song? No, it couldn't be, after all, Spencer only muttered the words to himself. Well, it might have been a little bit.. But Billy always had thought that Spencer was charming. Supposedly, hearing his friend sing the song, no matter how muttered it was, simply nudged his feelings forward, but Billy wasn't really complaining. Well, a little bit, but there's not harm in a tiny crush.. Right?

Still, Spencer was off limits. He could never put his best friend on the spot like that. And besides, it was mostly physical. There was nothing special between them, really. Just friends, right? No more than friends. Best friends.

Just then, the water stopped running and Billy heard Spencer step out of the shower, pushing the curtain back slowly. He heard silence for a bit, then Spencer's voice. "Hey, Billy?" he heard through the door. Spencer stepped out of the bathroom, nothing but a towel wrapped around his waist. Fuck, he was filling out well. Even though Spencer didn't exercise much, he still had forming abs and broad shoulders, long slightly muscular arms.. Billy's eyes almost wandered over the boy's body, but he snapped back quickly.

"What's up, broski?" Billy smiled almost awkwardly. He was a good actor but not a very good liar. Spencer smiled softly, rummaging through his dresser drawers for his clothes. He pulled out a pair of jeans and a white shirt with red designs on it. He threw them on the bed and pulled out some green boxers.

"I'm sorry for waking you up so early," Spencer spoke, facing away from Billy to get his clothes. "But I gotta get to school early to take that test I missed last week." He slipped the boxers on under his towel, dropping it as he eased into the lining, his hips slightly shaking. Billy watched almost intently, but careful to listen to Spencer. "Do you think you could rush me there? I think I took too much time in the shower.." Spencer turned around abruptly, Billy shooting his eyes toward the window careful not to let Spencer know he was watching him. Billy looked back at Spencer, making eye contact.

"Yeah, man, of course. Leave it to the Cobra," he smiled cockily. Spencer laughed a bit, pulling his pants from the bed. He turned back around to look in a mirror, Billy grabbing his jar of peanut butter and floating to a separate corner of the room. He dipped his finger in the jar, licking at the gooey substance coating his digit. He watched Spencer hop up and down to fit in those tight jeans he always wore. He wiggled a bit, pulling the button together and zipping them up. The lining of his boxers were still showing, giving his waist that gorgeously long look to it. Spencer pulled his shirt over his head, watching himself in the mirror the whole time. He barely noticed his ghost companion in the corner.

Spencer bent down, grabbing his shoes from under his bed, Billy watching his butt. He moved it side to side a bit, Billy watching, licking more peanut butter off his finger. He almost bit down when Spencer got on his knees. He seemed to be having trouble locating his shoes. Billy watched intently. Spencer must not have realized how much he was really sticking his butt out, almost teasing the ghost. No, definitely teasing him. He dipped his finger back into the jar, wrapping his tongue around the digit, taking in the sweet flavor of the substance, Spencer pulling his shoes out from under the bed. He sat on the floor pulling some socks out of the drawer in front of him, still on his hands and knees. Billy looked away, ashamed of himself almost. Actually, no, Billy shouldn't feel bad. Spencer was an attractive boy, and Billy understood that better than most people.

Billy waited silently as Spencer rushed to get dressed and shove his bags in his backpack. Spencer smiled over at his ghost companion and muttered something that sounded like, "Ready, amighost?" and Billy followed suit. He floated downstairs as Spencer slid down the railing and out the door. As he boarded his bike, Billy pushed the back, allowing spencer to sail smoothly down the street a lot faster than most people could ever do. After all, some kid floating down the street would cause question but if he was going really fast that could easily be passed as special effects.

The rest of the day, Billy hardly spoke, just thinking of the events of the morning. He was certain that he didn't have feelings for Spencer, it was just him being weird and selfish as usual. Billy knew he was selfish but he was allowed to be sometimes, after all, he's Billy Joe Cobra. He was allowed to want things. Whether or not he could have them.. Well that was a different story. Spencer was a great guy, there was no doubting that, but Billy knew he couldn't ever be with him. For starters, he's alive and Billy isn't. Billy didn't really want to think about the other barriers. Age... Relation... Oh God, he was really losing it, wasn't he? He simply sighed to himself and tried to brush it off but the lingering feeling that he was doing something wrong kept pinging in the back of his mind as he laughed at Spencers jokes or when he complimented him.

Billy might have regretted being attracted to his best friend but he didn't regret their friendship, so he pushed through the day with a smile on his face. There was nothing wrong with liking someone. He knew that. He ended the day with the conclusion that, while he was attracted to Spencer, there was nothing to be ashamed of. He just couldn't tell him. He was sure Spencer wouldn't be happy about this. God only knows what Spencer would do, really. Billy waited for the day to end as he floated aimlessly behind Spencer playing video games. Eventually, ten o'clock hit and it was time to sleep. He curled into his blanket and allowed himself to be lost in his ghostly dreams. How did ghosts even sleep to begin with?


	2. Ch 2 Exploring the Past

**AN: **This chapter contains masturbation and fantasies pertaining to ectofeature. After the hot stuff is the story of how I imagine Billy and Spencer to meet both before and after his death. Enjoy and R&R! Thank you!

He knew he had a problem. A bad problem. It had only been a week since the shower incident, but he couldn't get Spencer off of his mind. And it had been so long since he was alive, he didn't really even remember ever feeling this way for someone. He would have restless nights of tossing midair thinking about the boy underneath him, on top of him, next to him, anywhere, just as long as he was naked and their bodies were together. He had to do something about this. Could ghosts even take care of themselves _that_ way? Well, there was no harm in trying.

Today was another day for a shower for the young Spencer. Billy listened for the water running and made sure the blue pendant was off. He poked his head through the door of the bathroom noting the blue necklace lying on the counter and popped back out. Okay. Now for the hard part. Literally. He quietly unzipped his pants, even though no one could hear him. He bit his lip as he reached down. He hadn't done this in his ghost life before, and didn't do much of it when he was alive either. He had no idea if this was going to work or not. He floated into the bathroom and held his member in his hand, stroking softly. The guilt was piling up higher and higher as he inched closer to the running water.

There. He could feel himself growing into the new-ish sensation. God, it felt good to do this. Even though, at the same time, really, really wrong. He poked his head into the shower and got a quick glance of Spencer lathering his hair. He came back out. God this was _so wrong_. But it's not like Spencer could see.. He'd never know! Billy inched back and let his eyes travel along the boys body. Still as gorgeous as before. There were the dimples again. Oh, God, how he longed to put his hands on Spencers back as he was bent over begging for more. Billy let out a small moan as he pumped himself harder. His eyes fell lower, holding their gaze on Spencers perfect butt. So round, so holdable, so grippable so.. So, hot..

Billy rolled over to float on his stomach, curling into himself, backing up to sit on the bathroom counter. He lifted the pendant, holding it tightly in one hand, his throbbing member in the other. How was it even possible for a ghost to do this? Billy wasn't going to question it. He just kept pumping, letting out small moans here and there, listening to the running water, letting himself get lost in his thoughts. Spencer holding onto Billy's neck as he thrusted into him, Spencer biting his lip and making those cute faces Billy was sure he'd make, Spencer calling out for Billy.. '_Oh, fuck..' _Billy thought to himself. He was getting closer and closer, pumping faster. "..S-Spence... Spencer..." Billy moaned out loud. "Fuck, Spencer.." he called again. He gripped the pendant harder as he released himself, a thick flow of ectoplasmic semen pooling in his palm. He caught his breath again as he stared down at the pendant. Spencer's smiling face was all Billy could think of as he managed to clean himself up.

He sat the pendant down on the counter again and floated out of the bathroom, turning on the T.V. with his telekinesis. He grabbed a controller from the table and began to play whatever game was in the system at the moment. He wasn't _really _playing, but rather distracting himself. Eventually, the water stopped running and Billy waited for Spencer to come out of the bathroom. He kept playing, making sure he seemed busy. Spencer stepped out of the bathroom, Billy whipping his head around to note his friend's presence. Again with the towel, this kid was not about to give Billy a break. The pendant hung loosely around Spencer's neck, the sky blue towel hanging loosely on his hips. God, it looked like it'd fall off at any moment.

Spencer noticed the game Billy was playing and decided to join, sitting closely to his ghost companion, still in a towel. This wasn't the first time Spencer was less than eager to get into clothes; during Summer breaks, Spencer usually just wore boxers for days until his family forced him outside or when a movie was calling for him to make. But this was definitely the first time Billy was particularly eager for the boy to at least put on a shirt. What could he say, though? "Hey, brodonkadonk, your upper body gives me ghost boners and I don't think you want things to get awko taco between us like that so put on a shirt!" Yeah, that wouldn't work. Billy just had to bear through it, as he knew he'd have to all the other times Spencer was sure to do the same.

Billy went the next few weeks ravishing himself during Spencer's showers. He'd even plot schemes to get Spencer extra dirty occasionally so he'd take longer, but it was getting harder and harder to control his urges any other moment. The kid only bathed once a day. It wasn't enough for the ghost who had just discovered his new ability, if masturbating to your underaged distant-cousin was an ability worth noting. So Billy decided to take things up a notch. It was time to sneak in bed time sessions. He decided one night, while Spencer was sleeping to sneak into another corner of the room and just be quiet. After all, Spencer slept with his pendant on.

Billy found himself dreaming of his friend pinning him down and riding him, the way his tanned skin would shine in the moonlight through a cracked breezy window. He found himself thinking of Spencer's arching back as he held his head up, begging for more. Billy thought of all the ways he'd pamper the boy, with his hands and his mouth and his tongue. He imagined all the positions he'd love to take the boy in, all the different ways he could see Spencer's face as he looked him in the eyes and called out his name. He wanted nothing more than to make him feel loved and possessed and needed. Billy's heavy breath could be heard quietly in the dark room, careful not to wake Spencer from his slumber. The ghost simply lingered far away, holding silence hostage as he pleasured himself to the thought of his younger friend.

Billy went the next few days keeping himself pleasured in secret. He would smile and laugh and call Spencer his friend as if there was nothing between them during the day or virtually any time Spencer had the pendant on, but when he was alone, he couldn't help but think of the boy as more than a friend. He was just too cute and vulnerable. Just thinking about how innocent Spencer looked would get Billy ready to go again, but all the while feeling kind of ashamed of himself—which, mind you, never happened. Ever. But Billy knew that there was no way he could stop feeling this way towards the boy. Maybe with time he'd get over it, but right now, he was fine with sticking to his thoughts while the boy remained unaware of his feelings.

Today was Spencer's aunt's wedding, and the young boy was only 6 years old. He didn't know the aunt very well, nor did he really care to. His parents never talked much about her, but he didn't mind being at the wedding. Free cake, and it was next to a spooky forest. Spencer sat quietly at the table, his younger sister sitting next to him punching him in the shoulder repeatedly. He decided to ignore her but it was hard because she was actually pretty strong for such a young girl. Spencer looked around and noticed a lot of people. People young and old and in between. People Spencer called his family and his family's friends, the same people Spencer would probably never see again, he figured. But he, again, was not going to complain. Free cake, though, right?

Spencer watched everyone around him talking and muttering about "Congratulations!" and "Who will be next?" People laughing at jokes that weren't funny and managed to make even his mother uncomfortable. His parents were chattering away with other people. Just then a young boy and his mother got on stage and tapped the mic, sending out a shriek of feedback. The woman looked like she was very rich and wanted everyone to know, while the young boy seemed almost indifferent to his surroundings. Very calm and relaxed. Spencer let his mind focus on the stage.

"Good afternoon, everyone! How about a round of applause for the beautiful couple?" the woman shouted into the mic. Her accent was different from Spencer's, he had noted. The woman went on about how today was special and whatnot, but Spencer really didn't care. He kept eating his cake as he realized the fist that was hitting him was now shaking his arm.

"That's mom's cousin Billy!" Jessica whispered. She turned around to face the stage again. Over her shoulder, she continued. "He's only 13, but mom's friend says that he's gonna be famous!" She seemed interested, so Spencer kept watching the stage. The woman at the mic had mentioned that her son was going to perform for the couple. The young boy looked almost nervous, but not enough to not be able to sing. He stepped towards the microphone and cleared his throat and waited for the jazz combo to begin playing.

Billy ran his hand through his raven locks and looked around. He had many bracelets and necklaces on for a boy, and wore very tight jeans. He began to sing softly along with the music, hitting every note perfectly. All Spencer could do was watch carefully as the young boy performed. The dark haired boy made eye contact with Spencer, sending Spencer's eyes to his cake, which was almost done. He continued eating as if he had done something wrong, but kept looking around, then back to the stage. The boy was done with his song and bowed humbly as the applause was sure to come. Everyone clapped. Even the old man in the corner who seemed uninterested the entire time. Jessica turned back around to continue eating her cake as the musicians began playing another song and the boy walked off the stage to sit at the table next to Spencers. "That was pretty good!" Jessica said to the boy as she shoved cake into her mouth.

"Thanks," the boy smiled at her. He pulled out a phone and began to get lost in his thoughts. Spencer finished his cake and turned to his sister.

"I'll be right back," he said as he went to throw the empty plate away. All the way to the trash can, people were stopping Spencer to mention how much he had grown and whatnot. He didn't remember most of the people that stopped him. He just smiled and pretended to be excited to be there.

As he neared the garbage can, he noticed the forest standing eery as ever. He looked around a bit, noticing that Billy had looked at him. Spencer looked back at the forest and kept walking, making sure everyone was preoccupied with the wedding so he could sneak into the woods just to look around for a bit.

He walked past a large tree and another and another until he found a small brook of running water and kicked a rock into it. It actually wasn't spooky at all. It actually looked pretty tranquil.

"You know, you could get lost in here," a calm voice startled Spencer. He shot around to see the raven haired boy leaning on a tall tree, his hands in his pockets. "What's your name, little dude?" Billy spoke again.

"S-Spencer," the young boy stuttered. "Spencer Wright."

"You should be more careful, Spencer. I'm sure your parents would worry about you," Billy smiled nicely and pulled a hand out of his pocket, holding a phone. "We should get back, alright?"

"N-no, it's boring there. Everyone keeps talking to me about stuff I don't understand and I really just wanna go home and watch more movies," Spencer said crossing his arms. "And there's a lot of weird old people." Billy laughed sympathetically and scratched his head. He got on one knee to be as tall as the young boy and held his hands together.

"How about this," Billy said as he reached for one of the necklaces around his pale neck. "If I give you this, will you come back with me and have some more cake?" He pulled off a silver chain, thin and smooth and held it in front of Spencer. The small boy eyed it cautiously and looked back at the other four around his neck and noted them carefully. A spiked choker, a horsey beaded choker with rubbed off letters, a long gold chain and a cheap looking silver chain with a blue pendant on it. Spencer shook his head.

"No," he muttered assuredly. Billy sighed in response, but kept smiling regardless. Spencer lifted the brightly colored blue on the pendant and eyed it eagerly. "But this one's pretty cool," he said enthusiastically. Billy lifted his eyebrow.

"I made it," the raven haired boy stated proudly.

"I can tell," a brown eyebrow lifted sarcastically. He still liked the blue on it regardless the quality of it. Billy laughed in response and pulled it off as he put the other back on.

"Alright, you can have it," the older boy said, putting it around Spencer's neck. He stood back up and held his hand out, leading the small boy back out of the woods. Spencer sat with Billy at the wedding and they spent the rest of the time laughing at everyone and themselves and eating cake. Even though he was older than Spencer, he was really nice to him. He liked this guy, he decided. He never wanted to take the pendant off again, even when they parted ways. He knew he'd probably never see him again, after all, this wasn't the first wedding Spencer had attended. But he was glad he made a friend.

Spencer dropped his cup of apple juice as he listened to the conversation that some guy in a suit and his parents were having. What did they just say?

"What did you just say?" his mother repeated Spencer's thoughts.

"Your distant cousin, Baruch Cohen, otherwise known as, 'Billy Joe Cobra', has passed away. We're very sorry," the man said as he eyed his parents, holding a suitcase.

"Do they know what happened? He was only 22," his father said as he pat his mother's back. She wasn't crying. She seemed a bit confused, really. Spencer pulled the blue pendant out of his shirt and held it in his hands. Spencer couldn't believe he was dead. It had been eight years since he had last, and first, seen Billy, but he still regretted never being able to be friends with him. Wait, he missed the explanation to what happened.

"Well, not that I don't appreciate the heads up, but why exactly are you informing us?" his mother said, sitting on the couch. His father gestured for the man to sit in the adjacent chair in the living room as he sat next to his mom. Spencer stayed behind the kitchen exit, listening in.

"Well, we did some research and it turns out all of his other family members are either unwilling to live in his extravagant home or not related well enough." The suited man pulled a stack of papers from his briefcase and continued. " So, since he didn't leave a will, you're the only recipient available to take his estate as your own," the man said, pulling out a pen. Spencer didn't really care to hear the rest. He knew his mother was going to say yes to staying in the home of the famous Billy Joe Cobra, so he'd left for his room. He pulled off the pendant and sat it down on his dresser and looked around his room. That was the end of this home for the young Spencer Wright.

Spencer sat quietly in the car as it pulled into the large driveway of an overdone mansion. It looked super cool, and he knew he could probably get a lot of sweet movies made there. He decided that maybe moving to this city wasn't such a terrible idea.

He pulled his bags out of the car and shoved his way through his parents and his sister to claim his room. He wanted the biggest one of all with the coolest bed and the nicest view. He opened the front door taking in the extravagant modern look of the mansion and walked slowly up the stairs, careful to note all the art and the views. A man mentioned taking everything out for them but his mother said otherwise, and Spencer was grateful for that. It was a very lovely home.

Spencer opened the first bedroom door he could find. It was big but it wasn't his style. He proceeded down the halls, noting the other artworks and photos. Billy's pictures were mostly on the walls and Spencer laughed. If there was anything Spencer remembered about the time they met, it was that Billy was proud of himself. That's why he made a blue pendant shaped like his own head. Speaking of which, Spencer felt in his pocket for the pendant. Still there. He hadn't put it back on since the day he found out about the death of the famous Billy Joe Cobra. He kept walking down the halls and eventually came to his ideal room. He sat all of his stuff down and sat on the edge of the bed. He hoped his parents would bring in his racecar bed that he had left back home, but he wasn't going to hold his breath. It was such a nice room regardless. He pulled out the pendants and turned to face the over sized window. He sighed as he recalled the day the raven haired boy had given it to him. It was somewhat blurred because he was so young, but he could never forget the kindness Billy had shown him.

He put the pendant around his neck and sighed, closing his eyes. The house reminded Spencer of Billy. He kept picturing his face as he thought of the art and photographs as he journeyed to his room. Actually, it reminded him a lot of the pop star. In fact, it was as if he could hear his voice right now it reminded him so much of Billy. Wait, he _was _hearing his voice. What?

"..of all the weird things that has happened at this place, a bunch of people I haven't seen in years have to move into it? They can't even see me, why am I here? Ugh I feel like I'm gonna be _stuck _here with a bunch of blind and deaf distant relatives!" a complaining voice was heard behind Spencer. He stayed perfectly still, almost disbelieving what he had just heard. No, there was no doubt he heard something, but it was **not **Billy Joe Cobra, _no way! _"Helloooo~? Is anyone ho~ome? Yeah, apparently there _is! _In _my _home!" Billy called again, whipping his head around in front of Spencer. His transparent, blue body floated in front of the boy and he covered his mouth in shock. Spencer's eyes widened as he took in the sight of the _ghost, _the _actually real ghost_ of Billy Joe Cobra. Spencer fell back off the bed and hit his head on the floor with a loud thud.

"Ow!" he called out. He winced as he rubbed the spot he had hit and opened his eyes hoping the ghost wasn't there anymore. To his dismay, it was, and it was just as confused as himself. "...Billy?" the young boy called out in disbelief.

**AN: **So here's the end! This is just how I imagined they met. And you can guess the rest. Of course, Billy lightens up at the fact someone can see him hahah. Billy's actually kind of adorable? So there's that. Thank you for reading this far! Get ready for the smutty goodness next chapter! R&R please!


	3. Ch 3 Just friends

**AN: **Super homo butts in this chapter heeee okay have fun

Billy's gaze slowly followed the glowing skin in the moonlight. Spencer was now 16 and for the past few years, he had been getting more and more ridiculously sexy. It was hot, the window cracked lightly, letting in a damp summer breeze. Spencer was dressed in nothing but his loose pendant, pajama bottoms, and a single sock. He somehow managed to kick off the other one in the middle of the night. It was four in the morning, Billy noted looking at the clock next to Spencer's bed, and Billy watched silently as the younger of the two slept peacefully. He was deeply lost in his dreams, the room growing hotter and hotter, sweat beginning to form along the lining of his neck, gleaming in the soft light. The one night they had broken the air conditioner, and Billy was not about to let the moment up.

The ghost slowly floated next to the sleeping boy as he layed back, slowly rubbing his hardening member. He let out a slow sigh and closed his eyes tightly. For what seemed like the millionth time since the first, he began thinking of his best friend in the most profound way another boy could. His mind wandered from naked chest to bare back, from smooth hips to soft ass, from stiff member to long legs. Billy thought of all the ways he'd make the boy lose his breath, call his name, beg for more. He simply wanted to take the boy, to claim him as his own, to make him forget about anyone else. To taste the boy would be simply a dream. Like nothing the ghost could ever even hope to perform. That is, until one fateful night.

Spencer was half asleep, strung on the couch, home alone for the first time in a while. Jessica had stayed with a friend and his parents left for their anniversary celebration. The brunette opened a can of Dr. Pepper and took a strong swig, perking him up a bit and looked over at his ghost companion as he floated down to sit next to him holding a jar of smooth peanut butter, or as he liked to call it, chunky peanut butter with the chunks taken out. Spencer jumped off the couch to dig into his backpack, pulling out a generic porno flick. Billy raised an eyebrow and smiled endearingly.

"So, Rajeev lended me this.." Spencer nervously stated as he shoved it towards the transparent boy in front of him. "I've never really watched a porn before." He scratched the back of his head. Billy laughed sympathetically and sat his peanut butter down.

"Then pop it in, there's no harm in a little adult film studies for an aspiring director, is there?" Billy laughed as he crossed his legs on the couch, watching Spencer enthusiastically open the DVD case. It was still hot in the house, even though the air conditioner was fixed just a week ago. Why was it so damn hot? Billy shrugged the thought off.

Spencer turned around to look at his friend. "Uhh, you're not staying in here, are you?" he said as he pushed the disk into the player and turned on the television, sitting down. "Cause I might wanna.. Y'know. Yeah," he scratched the back of his head in a nervous attempt to distract himself.

"You're gonna kick me out of quality bro time just 'cause of a little broner? Come on, dude. I thought we were closer than that! Besides," Billy said as he quickly flew to get a blanket and back. He flopped the comforter over them both and snuggled underneath, unzipping his pants. "I don't wanna miss this, dude!" Spencer shrugged and reached for the remote, snugging out of his pants a little. He watched as the movie whirred to life. Terrible dialogue was exchanged and some chick was, for some reason, sucking on a cucumber, and suddenly the sex scene came on. Spencer had watched porn before. He had seen two people ravish each other before, when he knew Billy wasn't watching. But he still had never actually sat down and watched an entire movie dedicated to porn. And it was nice to spend some time with Billy like this. He didn't know why it was nice, but he was comfortable.

Well, at first it was a little awkward but Spencer looked over to see Billy with his hand pumping himself under the covers, and it made him feel more at ease that Billy wasn't so nervous, that there was nothing to be nervous about. He began to glide his hand over his own member, watching the porn stars go at each other. He heard Billy's breath over the movie, sending shivers down his spine. He wanted to do something else, really. Actually, almost desperately. He suddenly realized that his best friend was jacking himself off _right next to him _as if it were _nothing_.

"Man, I dunno, I guess I'm just not feeling this," Spencer interrupted the movie, pausing it. He pulled his pants back up and went to push the covers off of himself, but Billy grabbed his wrist beforehand.

"Woah, man, maybe you're just not doin' it right," Billy said scooting closer.

"No, like I just-" Billy cut him off by grabbing the remote and pressing play again.

"Here, I'll help you, okay?" Billy smiled.

"Billy, what—Oh, fuck," Spencer's breath hitched. Billy began to rub the base of Spencer's hardening member. "Wait, you don't have to do this.." Spencer spoke quietly. His hand was cold, but it felt surprisingly good. As if mint gum was available as a soothing hand, Billy's soft, cool hands began to pump professionally.

"It's fine, John Brolmes*. I gotcha covered," Billy winked. He seemed so calm and collected. Spencer inhaled nervously. It smelled like peanut butter and hormones. Billy's hand pumped agonizingly slow, and the grip tightened and loosened exactly where it needed to to send Spencer a little crazy. He breathed heavily, letting out small moans, making himself even more embarrassed. He bit down on the skin between his index finger and thumb as he balled it into a fist, breathing out with another small moan. He turned to look at Billy, who's eyes were half lidded staring at Spencer's stomach. He felt cold air hitting his neck as he began to reach his climax.

"B..Billy.." the brunette sighed. Billy's eyes shot to meet his own and before Spencer could finish, Billy locked their lips together passionately. Billy released his friend's member from his grip and ran it through the back of Spencer's hair. He pushed himself away from Spencer, but kept their lips touching, taking in the moment. Spencer's mind shot back to reality. "Billy!" he called out, almost shoving the ghost off of himself. "Did you just..?"

"Look, Spencer," Billy began. Wow, it had actually been a while since he said his name. He paused for a moment, Spencer too not used to the word coming from Billy. "I know that was weird for you and all but can you let me just.." he paused to let out a sharp sigh, scooting closer again. "Just let me.. Do this, okay? Trust me.." Billy whispered as Spencer closed his eyes. He swallowed sharply and exhaled, giving Billy a questioning glance. "If you don't like something, just tell me. But give me a chance, okay?"

Spencer sighed. "...Fine," he said, finally allowing his ghost to do what he pleased. Billy paused the movie and crawled on top of the brunette, looking into his eyes and caressing his bare chest. Spencer wasn't as uneasy or unsure as he wanted to be, because he really did trust his ghost companion, regardless all of the jokes and pranks he seems to pull on him, but he was more or less embarrassed. After all, he had never even been with another girl before.

Billy leaned down slowly to lick the nape of his friend's neck and reached down again to touch the still hard member between Spencer's legs. Billy groaned as he began to suck the soft skin between his lips, feeling Spencer's hips buck forward at the tension. He let his own clothes disappear from his body in a whiff of his ghostly powers, sitting naked on top of his companion. Spencer's face turned a deep red as Billy lifted himself back up and crawled further down, pumping his wrist along the shaft in his hand. He got on his knees and opened his mouth. Spencer closed his eyes tight, knowing what was about to happen.

"You can watch.." Billy whispered softly. He looked away, smiling to himself as Spencer stared down at the transparent boy between his legs. Billy slowly opened his mouth wider to take in the younger boy's member. He looked up as his friend brushed the hair from the ghost's face, noticing the faint outline of his own member from between the transparent eyes. It was probably the most erotic thing that Spencer had ever seen, let alone imagined. He trusted Billy more than anyone in the world, so he decided to let him do whatever he thought was right.

Spencer ran his hand through Billy's bangs, holding them back, guiding his head up and down along his shaft. Spencer was already getting close again. He let out heavy, breathy moans, as he felt Billy's cool hands slowly slide up his thighs. Billy wrapped two fingers around the base of Spencer's member as he bobbed up and down, pumping his hands along the missed parts. Spencer noted the way the ghost moaned into him, giving out small vibrations. His lips were so soft and chilly, his eyes were full of lust and there was no way the young boy could hold back much longer.

His voice began to hitch as he let out sharp moans, throwing his head back. He inhaled sharply as he gripped the hair in his hands and released himself, shivering coldly. He held Billy's head down, finishing deep in his mouth, and slowly released his grip. Billy lifted his head off the calming member and let the liquid drip off his tongue. He smiled to himself as he crawled back up to kiss Spencers neck, pulling his legs up around the ghosts waist. Billy pulled Spencers pants all the way off and tossed them aside, setting the blanket back upon them as he continued to nibble lightly along the boys neck.

"Spence, I'm gonna.." the transparent boy muttered softly into the tanned neck.

"Y-yeah.." he whispered excitedly. Billy lubricated his member with loose ectoplasm, rubbing it along Spencers entrance. The young boy let out a small gasp. It was soothingly cold, the way his ghost friends body felt along the hot skin. Billy leaned over him, pressing in further, letting out a quiet groan. "F..fuck.." the brunette moaned out. The sensation of being filled by the ghost was unlike any he had felt before, but it didn't hurt as much as he thought it would. He exhaled deeply, wrapping his arms around the transparent shoulders above him. He tightened the grip his legs had around the blue waist, sinking into the chilled member.

Billy pushed in deeper, letting each moment be savored in his passion. He moved all the way in, staying in place, allowing the young boy to adjust to his length. A moment passed before Billy leaned back, looking him in the eyes and pressing a passionate kiss to his lips. Spencer let out a small moan, running his hands over Billy's shoulder blades. The ghost pulled back and spoke. "Can I..?" he questioned. Spencer nodded eagerly in response, closing his eyes tightly. Billy pulled back slowly, his hips easing back into the tight entrance beneath him. He let out a harsh groan into Spencer's ear as the young boy's body quivered softly. Spencer held a small shaky moan.

Billy eased into a rhythm in no time. Ectoplasm was slick and comforting to the young boy, he never knew how much he loved the cool feeling contrasting his own hot skin. Billy began to thrust erratically, sending shivers down the small boys frame. He moaned erotically, reminding the boy to let out small whimpers. He felt so damn good, he could hardly remember to call out. Billy's thrusts began to get more and more passionate as he kissed up the boys neck, breathing into his ear, moaning into his shoulder, biting his jawline, anything he could do to the boy, he did. Spencer released his arms from around Billy's shoulders, holding his hands next to his head. Billy ran his hand up the tanned arm, locking their hands together.

Billy caressed the boy's chest down his belly to grip the neglected member. He began to pump with his thrusts, moaning louder, leaning into the boy again. Spencer began to move his hips in time with the erratic thrusts, calling out for more. Billy adjusted himself lower to move in deeper, shoving into him with a bite to the exposed neck. Just then, as if time itself had paused, Billy hit that special spot right where it felt like heaven. "Billy!" the young boy called out. The ghost bit his lip and pulled back out, thrusting deep into his friend. Spencer's moans became more and more erotic, Billy's hand continuing to pump along his member. As Spencer's moans got louder, Billy's thrusts got more and more filled with lust.

"Oh, god, Spencer.." the ghost moaned passionately. "God, I'm.. Close.." Spencer moved the ghost to meet his gaze. He pulled himself up, easing into another lust filled kiss. He opened his mouth, allowing the ghosts cold tongue inside. He moaned into the kiss, feeling his climax build in his stomach. Butterflies flitted through his body as the ghost pushed in and out, their tongues dancing together. Billy lifted his head, letting out a rasped, strong moan, pushing deep into the young boy, holding his position. He released himself deep into the brunette, gripping the hold on his friends hand.

Spencer called out the ghosts name as he felt the grip around his member tighten. He climaxed onto his own belly, tightening around the member deep inside him. Billy rode his orgasm out, kissing up Spencer's neck. The ghost pulled out of the boy, letting him feel the cooled ectoplasm drip from his entrance. Billy collapsed on top of his friend and sighed deeply, making Spencer laugh even in his lust blurred state.

"Billy.. I-" the boy was interrupted by another kiss on his lips. Billy pulled himself back and smiled endearingly. The young boy grinned in return, brushing his fingertips through the ghosts hair. He wasn't sure what this meant for them but, all he could think of at that moment is how much he looked up to Billy when he was younger. He remembered how he looked standing on stage at that wedding, and how funny and kind he was when they sat at that table eating cake together. It was a small memory, very blurred by time, but he always knew that Billy was very trustworthy. And even though he had no idea what their relationship was now, he was fine. He was happy just being with Billy, and as long as Billy was happy, he was too.

The ghost fell at Spencer's side and pulled the covers over them both. He rested his head in the young boy's shoulder and yawned, snuggling into him. Spencer wasn't sure what else to do so he simply rested next to him, allowing himself to drift into his thoughts. Before long, the two boys were deep in their sleep, holding each other in their arms and drifting off into dreamland.

**AN: **There might be a continuation of this but it won't be in this story. Probably in a new one? Dorky ending. I tried not to get too out of character! Ahh, R&R please!

*John Holmes is a famous porn star from like the seventies don't ask how I know that. But it's a bro pun about a porn star soooo


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